CONSTITUTION

CONSTITUTION
of the
Finance, Accounting, Management Consulting and Other
Financial Services Sector Education and Training Authority
(Fasset)
Draft: 2 February 2011
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TABLE OF CONTENTS
Page No.
1. DEFINITIONS ......................................................................................................................................................... 4
2. BACKGROUND AND PURPOSE OF THIS CONSTITUTION ................................................................................ 7
3. NAME ...................................................................................................................................................................... 7
4. LEGAL ENTITY ....................................................................................................................................................... 7
4.1 Purpose for the establishment of Fasset ............................................................................................................. 7
4.2 Legal status.......................................................................................................................................................... 8
4.3 Interpretation ........................................................................................................................................................ 8
4.4 Dispute resolution ................................................................................................................................................ 8
4.5 Place of business ................................................................................................................................................. 9
4.6 Legal personality .................................................................................................................................................. 9
4.7 Limitation of liability .............................................................................................................................................. 10
4.8 Legislative framework .......................................................................................................................................... 10
4.9 Process of amending the Constitution ................................................................................................................. 11
4.10 Scope and coverage ............................................................................................................................................ 11
5. OBJECTIVES, FUNCTIONS AND DUTIES OF FASSET ....................................................................................... 11
5.1 Scope of Fasset ................................................................................................................................................... 11
5.2 General objectives ............................................................................................................................................... 11
5.3 Objectives in relation to employers ...................................................................................................................... 12
5.4 Objectives in relation to employees ..................................................................................................................... 13
5.5 Powers of Fasset ................................................................................................................................................. 13
5.6 Functions of Fasset .............................................................................................................................................. 13
6. FASSET CONSTITUENCY ..................................................................................................................................... 16
7. MANAGEMENT BOARD ........................................................................................................................................ 16
7.1 Role and functions of the Management Board ..................................................................................................... 16
7.2 Exercise of powers by the Management Board ................................................................................................... 17
7.3 Delegation of powers and functions ..................................................................................................................... 17
7.4 Composition ......................................................................................................................................................... 18
7.5 Election of a Chairperson ..................................................................................................................................... 18
7.6 Nomination process: employee constituency ....................................................................................................... 18
7.7 Nomination process: employer constituency ....................................................................................................... 19
7.8 Alternates ............................................................................................................................................................. 19
7.9 Responsibilities of the Management Board ......................................................................................................... 19
7.10 Term of office ....................................................................................................................................................... 19
7.11 Annual general meetings and extraordinary general meetings ............................................................................ 20
7.12 Meetings of the Management Board .................................................................................................................... 20
7.13 Voting procedures at meetings of the Management Board .................................................................................. 20
7.14 Office-bearers ...................................................................................................................................................... 20
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7.15 Terms and conditions of service of the Management Board ................................................................................ 21
7.16 Removal from office ............................................................................................................................................. 21
8. AUDIT AND RISK COMMITTEE ............................................................................................................................. 22
8.1 Composition ......................................................................................................................................................... 22
8.2 Term of office ....................................................................................................................................................... 22
8.3 Meetings of the Audit and Risk Committee .......................................................................................................... 22
8.4 Meeting procedures of the Audit and Risk Committee ......................................................................................... 22
9. EXECUTIVE COMMITTEE (EXCO) ....................................................................................................................... 22
9.1 Composition ......................................................................................................................................................... 22
9.2 Term of office ....................................................................................................................................................... 22
9.3 Meetings of the EXCO ......................................................................................................................................... 23
9.4 Meeting procedures of EXCO .............................................................................................................................. 23
9.5 Voting procedures ................................................................................................................................................ 23
10. WORKING COMMITTEES ..................................................................................................................................... 23
10.1 Composition ......................................................................................................................................................... 23
10.2 Role and functions of the working committees .................................................................................................... 23
10.3 Term of office ....................................................................................................................................................... 24
10.4 Meetings of the working committees.................................................................................................................... 24
10.5 Meeting procedures ............................................................................................................................................. 25
10.6 Office-bearers ...................................................................................................................................................... 25
10.7 Terms and conditions of representatives on the working committees ................................................................. 25
11. CHAMBERS ............................................................................................................................................................ 25
12. ADDITIONAL CORE CORPORATE GOVERNANCE REQUIREMENTS ............................................................... 25
12.1 Corporate governance and the PFMA ................................................................................................................. 25
12.2 Human Resource Management ........................................................................................................................... 25
13. CODE OF CONDUCT ............................................................................................................................................. 26
13.1 Policy ................................................................................................................................................................... 26
13.2 Disclosure of interests .......................................................................................................................................... 26
13.3 Confidentiality and non-disclosure ....................................................................................................................... 27
13.4 Hand-over of documents...................................................................................................................................... 27
13.5 Assignment of patent rights to Fasset.................................................................................................................. 27
14. TAKING OVER ADMINISTRATION OF THE ACCOUNTING AUTHORITY ........................................................... 27
Schedule 1 ....................................................................................................................................................................... 29
Schedule 2 ....................................................................................................................................................................... 31
Schedule 3 ....................................................................................................................................................................... 32
RULES OF PROCEDURE ............................................................................................................................................... 32
1. Overview ................................................................................................................................................................. 34
2. Context .................................................................................................................................................................... 34
3. Amendments to the Constitution ............................................................................................................................. 34
4. Management Board Election and Nomination Processes ....................................................................................... 35
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4.1 Employee constituency ........................................................................................................................................ 35
4.2 Employer constituency ......................................................................................................................................... 35
4.3 Alternates ............................................................................................................................................................. 37
5. Meetings of the Management Board ....................................................................................................................... 37
6. Voting Procedures of the Management Board ........................................................................................................ 37
7. Annual General Meetings ....................................................................................................................................... 38
8. Meetings of the EXCO ............................................................................................................................................ 38
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1. DEFINITIONS
The following expressions shall bear the meanings assigned to them below:
“Accounting Authority“ means the Management Board or other controlling body of the SETA;
“Act” means the Skills Development Act, 1998 (Act No. 97 of 1998), as amended;
“Alternate” means a person appointed to act on behalf of a Member of the Management
Board as contemplated by Section 7.8 of this Constitution;
“Chairperson” means any person elected or appointed to chair any meeting of Fasset or its
committees;
“Chief Executive Officer” means the person appointed by the Management Board as the Chief Executive
Officer of Fasset;
“Committee” means any permanent committee, ad hoc committee or sub-committee
established by the Management Board or committees of Fasset;
“Competencies” means clear specifications or criteria for successful performance of a particular
activity or function and may include knowledge, skills, abilities, personal
characteristics and values;
“Constituency” means the employers registered with and paying their levies to Fasset,
government departments and trade unions representing employees within the
sector and employee organisations whose constituencies carry on their business
activities or are employed, as the case may be, in the sector;
“Constituents” means those persons and organisations that make up the constituency;
“Constitution” means this Constitution and includes the Schedules to this Constitution;
“Department” means the Department of Higher Education and Training;
“Designated Groups” means black people, women and people with disabilities;
“Director-General” means the Director-General of Higher Education and Training;
“Education and Training means registered statements of desired education and training outcomes and
Standards” their associated assessment criteria, as defined in section I of the National
Qualifications Framework Act 67 of 2008;
“Employee” means any person, excluding an independent contractor, who works for another
person in the sector or for a State Department within the sector and who
receives, or is entitled to receive, any remuneration or any other person who in
any manner assists in carrying on or conducting the business of an employer
within the sector;
“Employer” means an employer as defined in the fourth schedule to the Income Tax Act, No.
58 of 1962, as amended;
“ETQA” means an Education and Training Quality Assurance body as contemplated in
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section 5(1)(a)(ii)(bb) of the SAQA Act;
“EXCO” means the Executive Committee, appointed by the Management Board and
chaired by the Deputy Chairperson of the Management Board, which will be
charged with overseeing the strategic plans and implementation of strategies of
Fasset;
“Fasset” means the Sector Education and Training Authority for Finance, Accounting,
Management Consulting and Other Financial Services;
“General Meeting” means a meeting of all constituents of Fasset;
“Learning” means the process by which a person gains the competencies required to
perform a particular function or activity;
“Levy Disbursement” means the funds disbursed to employers in accordance with the levy
disbursement policies of Fasset, the Skills Development Levies Act, No. 9 of
1999, as amended, the PFMA and the Act;
“Majority Vote” means a vote of fifty percent (50%) plus one of the Members present at a
meeting of the Management Board, EXCO or working committee of Fasset at
which a quorum is present;
“Management Board” means the duly elected body, which is charged with the strategy, governance
and direction of Fasset, in accordance with the requirements of the Act, the
PFMA and the needs of all stakeholders;
“Member” means a natural person appointed as a Member of the Accounting Authority or
any of its chambers or committees;
“Minister” means the Minister of Higher Education and Training;
“National Skills Fund” means the National Skills Fund established by section 27 of the Act;
“NQF Act” means the National Qualifications Framework Act, 2008, (Act No. 67 of 2008);
“NSA” means the National Skills Authority established in terms of the Act;
“NSDS” means the National Skills Development Strategy referred to in section 5(1)(a)(ii)
of the Act;
“Organised Employers” means any employers’ organisation in the Sector registered in terms of the
Labour Relations Act, 1995 (Act 66 of 1995) and any other association of
employers in the Sector organised for the purpose of representing the interests
of its Members as employers;
“Organised Labour” means any trade union or federation of trade unions in the Sector registered in
terms of the Labour Relations Act, 1995 and any other association of employees
in the Sector representing the interests of its Members as employees;
“PFMA” means the Public Finance Management Act, 1999 (Act No. 1 of 1999), as
amended;
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“Prescribed” means prescribed by regulation under the Act;
“Professional Bodies” means associations representing the interests of professional persons,
employees and learners, employer organisations and within professions, that are
constituents of this sector;
“Public Entity” means a public entity as defined in the PFMA;
“QCTO” means the Quality Council for Trades and Occupations established in terms of
section 26G of the Act;
“Quorum” means the requisite number of constituents who must be present at any
meeting, for decisions of that meeting to have any binding effect;
“Representative” means any person elected or appointed to serve on the Management Board or a
committee of Fasset;
“SAQA” means the South African Qualifications Authority established in terms of section
3 of the SAQA Act;
“SAQA Act” means the South African Qualifications Authority Act, 1995 (Act 58 of 1995);
“SDLA” means the Skills Development Levies Act, 1999 (Act No. 94 of 1999), as
amended;
“Sector” means the Finance, Accounting, Management Consulting and Other Financial
Services sector as defined in the Minister’s Notice GN. 265, GG 21012 of 20
March 2000, as amended;
“SETA” means a Sector Education and Training Authority;
“SLA” means a Service Level Agreement as contemplated in section 10A of the Act.
“Stakeholder” means a constituent, as well as any other party that has an interest in Fasset,
including but not limited to, the Department of Higher Education and Training
and workers;
“Strategic Plan” means the written document that describes in detail how the entity is going to
achieve its goals from a marketing, financial and operational viewpoint;
“The Legislation” means the legislation referred to in clause 1.10 of this Constitution;
“Unemployed Person” means any person who would fall into the definition of the economically active
population who is unable to find employment in the formal or informal sector; and
“Worker” means an employee, an unemployed person and a work-seeker within the
sector.
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2. BACKGROUND AND PURPOSE OF THIS CONSTITUTION
The Skills Development Act, 1998 (Act 97 of 1998) makes provision for the establishment of SETAs for each national
economic sector. The Minister has determined the discrete Sector of the Finance, Accounting, Management Consulting and
Other Financial Services Sector Education and Training Authority (Fasset) in terms of section 9 of the Act.
This Constitution has been drawn up in accordance with the requirements of section 13 of the Act and provides an
institutional framework for the SETA to develop and implement national, sector and workplace strategies to develop and
improve the skills of the South African workforce.
The SETA strives for the development of a skilled workforce to provide better service to the people of South Africa. The
SETA is inspired by the vision of an appropriately skilled workforce and empowered to render quality services, which are
comparable with world-class standards.
3. NAME
The name of this Sector Education and Training Authority shall be the Finance, Accounting, Management Consulting and
Other Financial Services Sector Education and Training Authority, hereinafter referred to as Fasset.
4. LEGAL ENTITY
4.1 Purpose for the establishment of Fasset
The purpose for which Fasset has been established is to provide an institutional framework to devise and implement
national, sectoral and workplace strategies that are aligned with the objectives of national economic and social development.
These strategies will be developed within the context of:
4.1.1 Supporting the development and improvement of skills development interventions;
4.1.2 Providing an assurance of quality in education and training;
4.1.3 Enhancing access to learning opportunities;
4.1.4 Encouraging active employer participation;
4.1.5 Supporting the objectives of the Employment Equity Act 1998 (Act No. 55 of 1998), as amended; and
4.1.6 Addressing the needs of the South African labour market including that of:
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4.1.6.1 Employers;
4.1.6.2 Workers; and
4.1.6.3 Small, medium and micro enterprises.
4.2 Legal status
Fasset is a body corporate, established in accordance with section 9 of the Skills Development Act No. 97 of 1998, as
amended and having all the powers granted to it in terms of the Act.
4.3 Interpretation
In this Constitution, unless consistent with the context or subject matter:
4.3.1 Chapter, clause and paragraph headings are for purposes of reference only and shall not be used in the
interpretation of this Constitution;
4.3.2 Unless the context clearly indicates a contrary intention, words connoting:
4.3.2.1 one gender include a reference to the other gender;
4.3.2.2 the singular includes the plural and vice versa;
4.3.2.3 natural persons include legal persons and vice versa.
4.3.3 Schedules to the Constitution will be deemed to form part of the Constitution.
4.4 Dispute resolution
Any party to a dispute concerning the interpretation or application of this Constitution may refer the dispute to the Chief
Executive Officer of Fasset.
The referral must:
4.4.1 be in writing;
4.4.2 adequately describe the dispute; and
4.4.3 be delivered to every other party to the dispute by the party referring the dispute.
The Chief Executive Officer must, as soon as reasonably practicable, refer the dispute to EXCO, who must endeavour to
resolve the dispute by conciliation within 30 days of referral of the dispute.
If EXCO fails to resolve the dispute within 30 days of its referral, then any party to the dispute may refer it for arbitration by
an arbitrator appointed in terms of the Arbitration Act, 1965 (Act 42 of 1965), as amended.
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The arbitrator must be agreed to by the parties to the dispute with the approval of the Chairperson of Fasset or, failing such
agreement or approval, by an arbitrator appointed by the Chairperson of Fasset.
The arbitrator must first attempt to conciliate the dispute. If conciliation is not possible, then the arbitrator must arbitrate the
dispute.
The arbitrator must conduct the arbitration in a manner that he considers appropriate in order to determine the dispute fairly
and quickly, but must deal with the substantial merits of the dispute with the minimum of legal formality.
Within 14 days of conclusion of the arbitration proceedings:
4.4.4 the arbitrator must issue a signed arbitration award with reasons; and
4.4.5 the Chief Executive Officer must provide a copy of the award to every party to the dispute.
The arbitration award is final and binding on the parties to the dispute.
The costs of the arbitration must be borne equally by the parties to the dispute. The arbitrator may however make a different
and appropriate award of costs if:
4.4.6 a party to the dispute, without reasonable cause, refuses or fails to attend the arbitration or unduly delays
arbitration proceedings; or
4.4.7 the arbitrator is of the view that a party pursuing or resisting the dispute did so vexatiously or frivolously or had no
reasonable prospect of succeeding.
An arbitrator may, at his own initiative or as a result of an application by an affected party, vary or rescind an award:
4.4.8 erroneously sought or made in the absence of any party affected by the award;
4.4.9 in which there is ambiguity, or any obvious error or omission, but only to the extent of the ambiguity, error or
omission; or
4.4.10 granted as a result of a mistake common to the parties to the proceedings.
4.5 Place of business
Fasset chooses as its place of business and its domicilium citandi et executandi, 2nd Floor, Eva Office Park, Corner Beyers
Naude & Judges Avenue, Blackheath, South Africa or such other address as may be substituted by notice given to all
constituents.
4.6 Legal personality
Fasset is a public entity listed in Part A of Schedule 3 of the PFMA and will:
4.6.1 have a separate legal identity and existence distinct from its office-bearers, constituents and representatives;
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4.6.2 hold property and assets distinct from its office-bearers, constituents and representatives;
4.6.3 not be entitled to carry on any business which has for its object the acquisition of gain for itself or its office-
bearers, representatives or constituents;
4.6.4 be required to use its funds solely for the objects for which it has been established or for investment in terms of
an investment policy as approved by the National Treasury;
4.6.5 be entitled to raise funds, generate income and charge fees in accordance with any relevant legislation;
4.6.6 be capable at law of suing and being sued, of investing funds and of operating banking and other accounts, of
entering into contracts and doing or performing such other acts or things as body corporates may do or perform,
subject to the provisions of this Constitution and the Act;
4.6.7 continue to exist, and have perpetual succession, notwithstanding changes in its office-bearers, constituents or
representatives; and
4.6.8 be dissolved in accordance with the requirements of the Act, should dissolution become necessary for any
reason.
4.7 Limitation of liability
A constituent or representative of Fasset does not incur any civil liability because of doing or failing to do something which
such constituent or representative may do or is required to do in terms of the Act, provided that person has acted without
negligence and in good faith.
Fasset does not incur any civil liability because a constituent, representative or employee of Fasset has taken any action or
failed to take any action under or in terms of the Act, and in failing to take that action or in taking that action such person
acted without negligence and in good faith.
4.8 Legislative framework
The Constitution must be read in conjunction with the legislation detailed below, as may be amended from time-to-time, and
any other pertinent legislation that exists or may come into existence:
4.8.1 Skills Development Act, 1998, (Act No. 97 of 1998), as amended;
4.8.2 Skills Development Levies Act, 1999 (Act No. 9 of 1999), as amended;
4.8.3 National Qualifications Framework Act, 2008 (Act No. 67 of 2008);
4.8.4 Public Finance Management Act, 1999 (Act No. 1 of 1999), as amended; and
4.8.5 regulations, guidelines and government notices published from time-to-time in support or clarification of the
legislation listed above.
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4.9 Process of amending the Constitution
The procedures for amending the Constitution are documented in section 3 of Fasset’s Rules of Procedure, attached as
Schedule 3. These procedures are defined in accordance with the Act and the regulations published in Government Gazette
No. 24035 of 8 November 2002, governing the amendments to SETA Constitutions.
4.10 Scope and coverage
Fasset shall have jurisdiction, as determined by the Minister in terms of section 9(2) of the Act, read in conjunction with
Government Gazette No. 21012 of 20 March 2000, as amended, over all training and learning and all aspects thereof in the
sector, and as may be amended by the Minister from time-to-time.
Any undertakings having common interests or associations with the sector may participate voluntarily in the activities of
Fasset under such conditions as may be determined by the Management Board.
5. OBJECTIVES, FUNCTIONS AND DUTIES OF FASSET
5.1 Scope of Fasset
The scope of coverage of Fasset is the Finance, Accounting, Management Consulting and Other Financial Services sector,
as determined by the Minister in terms of section 9(2) of the Skills Development Act, 1998 (Act No. 97 of 1998), as amended.
The Minister's determination is reproduced in Schedule 1 of this Constitution.
5.2 General objectives
The general objectives of Fasset are:
5.2.1 to facilitate, coordinate and monitor the implementation of the NSDS in the Fasset Sector;
5.2.2 to identify skills shortages in the Sector;
5.2.3 to support the development of the skills of employees in the Sector;
5.2.4 to improve the quality of life, prospects and labour mobility of employees in the Sector;
5.2.5 to strengthen the institutional capacity of the SETA in order to improve the productivity and quality of services it
provides to its stakeholders;
5.2.6 to increase the levels of investment in skills development and to improve returns on such investment;
5.2.7 to position the sector as the ‘sector of career choice’ for workers;
5.2.8 to improve performance and productivity in the workplaces in the Sector and the competitiveness of employers;
5.2.9 to improve the employment prospects of persons previously disadvantaged by unfair discrimination;
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5.2.10 in liaison with specific stakeholders where applicable, to assist work seekers to gain access to work experience;
5.2.11 to assist employers to have access to suitably qualified employees;
5.2.12 to liaise with employers in respect of learning programmes;
5.2.13 to access additional funds from the National Skills Fund for the benefit of the Sector, in accordance with any
prescribed procedures;
5.2.14 to promote the development of skills for self-employment;
5.2.15 to promote the quality of occupation-based learning in the Sector;
5.2.16 to promote effective communication and participation between bodies involved in skills development both inside
and outside the Sector;
5.2.17 to support the objectives of the Employment Equity Act, 1990 (Act No. 55 of 1998), as amended;
5.2.18 to enhance access to learning opportunities and to facilitate the recognition of prior learning;
5.2.19 to expand the provision of education and training in the sector through sound partnerships with public and private
sector service providers;
5.2.20 to encourage greater co-operation between the public and private sectors in relation to the development of
workplace skills; and
5.2.21 to co-operate with the SAQA, the QCTO and other SETAs, in support of the objectives of the Act.
5.3 Objectives in relation to employers
The objectives of the SETA in relation to employers are to encourage them:
5.3.1 to identify skills needs in the workplace;
5.3.2 to provide employees with opportunities to acquire new skills;
5.3.3 to use their workplaces and facilities to create active learning environments;
5.3.4 to develop their capacity to manage and provide occupation-based learning;
5.3.5 to facilitate new entrants to the labour market with opportunities to learn through exposure to work experience in
learnership programmes;
5.3.6 to provide employment opportunities for persons who might otherwise find it difficult to obtain employment;
5.3.7 to support occupation-based learning interventions linked to the objectives and mechanisms of the Employment
Equity Act, 1998 (Act 55 of 1998);
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5.3.8 to ensure quality occupation-based learning in the workplace; and
5.3.9 to develop appropriate partnerships with other public, private and non-governmental organisations in promoting
skills development;
5.3.10 to increase the levels of investment in education and training and to seek to improve the return on this
investment.
5.4 Objectives in relation to employees
The objectives of the SETA in relation to employees are to encourage them:
5.4.1 to participate in learnerships, skills programmes and other learning programmes;
5.4.2 to take responsibility for their learning by using learning opportunities provided to them; and
5.4.3 to provide input into and feedback on occupation-based learning programmes they undertake.
Fasset must ensure that all relevant legislation and policies are implemented in order to enable it to achieve its objectives.
5.5 Powers of Fasset
Fasset shall have all such powers as are granted to SETAs in terms of the Act, and any other applicable legislation, to
enable it to perform its duties and functions and to fulfil its objectives. Without limiting the generality hereof, Fasset shall
have, inter alia, the following powers, subject always to the applicable legislation:
5.5.1 to acquire assets;
5.5.2 to raise funds, generate income and charge fees;
5.5.3 to enter into contracts;
5.5.4 to establish rules, regulations and guidelines relating to meetings, financial matters, general procurement and
operational and administrative matters;
5.5.5 to establish committees to assist it in its functions; and
5.5.6 to delegate any functions or activities to a committee or to an official of Fasset.
5.6 Functions of Fasset
Fasset will serve to, in accordance with any prescribed requirements:
5.6.1 facilitate strategic human resource development planning within the sector;
5.6.2 enhance access to learning opportunities, including:
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5.6.2.1 career paths and progression pathways;
5.6.2.2 national qualifications framework qualifications; and
5.6.2.3 learning programmes;
5.6.3 manage and administer all learning programmes within the sector;
5.6.4 manage the administration of levy disbursements in the sector;
5.6.5 promote a culture of learning within the sector and encourage stakeholder participation in the strategies and
activities of Fasset;
5.6.6 promote and market Fasset through regular communication with all stakeholders and potential stakeholders;
5.6.7 perform any other quality assurance functions delegated by the QCTO in terms of the Act; and
5.6.8 perform any other function that must be performed by Fasset in accordance with the Act, the Constitution or any
other applicable legislation.
Fasset will specifically, in accordance with the Act:
5.6.9 develop a sector skills plan within the framework of the national skills development strategy;
5.6.10 implement a sector skills plan by:
5.6.10.1 approving and monitoring workplace skills plans and annual training reports;
5.6.10.2 establishing learning programmes;
5.6.10.3 allocating grants in the prescribed manner, and in accordance with any prescribed standards and
criteria, to employers, education and training service providers and in respect of workers; and
5.6.10.4 monitoring occupation-based learning in the sector;
5.6.11 promote learning programmes by:
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5.6.11.1 identifying appropriate workplaces where individuals can gain practical work experience;
5.6.11.2 supporting the development of learning materials;
5.6.11.3 improving and supporting learning through the development of learning methodologies and
materials;
5.6.11.4 improving the facilitation of learning; and
5.6.11.5 assisting in the conclusion, registration and monitoring of learnerships agreements;
5.6.12 liaise with the National Skills Authority, as well as other SETAs, on issues including:
5.6.12.1 the national skills development strategy;
5.6.12.2 the national skills development policy; and
5.6.12.3 its own sector skills plan;
5.6.13 submit to the Director-General:
5.6.13.1 any budgets, reports, financial statements on its income and expenditure and predetermined
objectives that it is required to prepare in terms of the PFMA; and
5.6.13.2 plans and reports on the implementation of its sector skills plan and service level agreement;
5.6.14 liaise with the employment services division, education councils and other regulatory bodies established in terms
of education and training laws of South Africa in order to improve the quality of information:
5.6.14.1 about employment opportunities; and
5.6.14.2 between occupational-based learning providers and the labour market;
5.6.15 facilitate the involvement of the relevant government departments in the activities of Fasset in order to:
5.6.15.1 address the competency requirements for social delivery;
5.6.15.2 address the learning needs of the most vulnerable segments of the sector; and
5.6.15.3 promote training in Small, Medium and Micro Enterprises (SMME’s) to enable them to qualify for
public contracts;
5.6.16 subject to section 14 of the Act, appoint staff necessary for the performance of its functions;
5.6.17 promote the national standard established in terms of section 30B of the Act;
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5.6.18 perform any other duties imposed by the Act or other functions not specifically mentioned, in order to fulfil the
objectives of Fasset;
5.6.19 collect the Skills Development levies, and disburse the levies allocated to it when required to do so, as
contemplated in sections 8(3)(b) and 9(b) of the SDLA; and.
5.6.20 for each financial year, conclude a service level agreement with the Director-General concerning:
5.6.20.1 Fasset's performance of its functions in terms of the Act and the national skills development
strategy;
5.6.20.2 Fasset's annual strategic plan; and
5.6.20.3 any assistance that the Director-General is to provide to Fasset in order to enable it to perform its
functions;
5.6.20.4 provided that if Fasset and the Director-General cannot agree on the contents of a service level
agreement within a prescribed time period, the Minister shall determine the contents after
consultation with the National Skills Authority.
5.6.21 formulate policies and procedures of the SETA.
6. FASSET CONSTITUENCY
Fasset shall maintain a database of the constituency.
In amplification of the definition of “constituency” it is recorded that the categories of persons and entities forming the
constituency are those listed in Schedule 2 of this Constitution.
Each constituency shall be represented by Members who are sufficiently representative of designated groups.
7. MANAGEMENT BOARD
The management of Fasset shall be under the control of the Management Board.
The role and powers will include specifically, but will not be limited to:
7.1 Role and functions of the Management Board
7.1.1 to govern and control the SETA;
7.1.2 to ensure that the SETA achieves the objectives and performs the functions contemplated in section 5 of this
Constitution;
7.1.3 to provide effective leadership to and ensure independence in decision-making of the SETA;
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7.1.4 to set strategic direction for the SETA;
7.1.5 to liaise with stakeholders;
7.1.6 to ensure that the SETA complies with the relevant statutory requirements and this Constitution;
7.1.7 to manage institutional risk;
7.1.8 to ensure sound governance;
7.1.9 to approve the strategic plan that is submitted to the Department for final approval; and
7.1.10 to ensure effective financial management including the approval of budgets and all capital expenditure, fund-
raising and income generation;
7.1.11 to approve the annual budget;
7.1.12 to appoint the Chief Executive Officer, having consulted with the Minister, and determining and reviewing the
terms and conditions of employment;
7.1.13 to manage the performance of the Chief Executive Officer in accordance with agreed performance outputs;
7.1.14 to terminate the employment of the Chief Executive Officer or any other employee; and
7.1.15 to promote the objectives and interests of Fasset.
7.2 Exercise of powers by the Management Board
7.2.1 to exercise all such powers as are necessary to enable it to perform its functions as required in terms of any
relevant legislation and this Constitution;
7.2.2 to make decisions on any matter related to the performance of its functions on which this Constitution is silent;
7.2.3 establish committees of the SETA to assist it in performing its functions;
7.2.4 ensure that its Members, and the Members of the committees established by it comply with the SETA Code of
Conduct; and
7.2.5 exercise any other powers conferred on it by the Act, the PFMA, the SDLA, any other relevant legislation and this
Constitution.
7.3 Delegation of powers and functions
7.3.1 The Management Board may, subject to any conditions that it may impose, delegate any of its functions to:
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7.3.1.1 the EXCO;
7.3.1.2 the Chief Executive Officer; or
7.3.1.3 any other committee or chamber of the SETA.
7.3.2 Every delegation by the Management Board must be in writing, setting out the terms and conditions of the
delegation, and must be recorded.
7.3.3 The Management Board is not divested of any power, duty or function by virtue of any delegation and may vary
or set aside any decision made under any delegation.
7.4 Composition
The Management Board will consist of 15 Members representing:
7.4.1 Organised labour within the jurisdiction of Fasset;
7.4.2 Organised employers, including small business;
7.4.3 Relevant government departments;
As such, 15 seats will be allocated and will be comprised as follows:
7.4.4 6 employee representatives, including representatives of professional bodies;
7.4.5 6 employer representatives, including representatives of relevant state departments and public entities;
7.4.6 one professional body representative, as appointed by the Minister;
7.4.7 one community representative, as appointed by the Minister; and
7.4.8 one Independent Chairperson, as appointed by the Minister.
7.5 Election of a Chairperson
The Chairperson shall be appointed by the Minister, and shall have no voting rights.
The Deputy Chairperson shall be elected at the first meeting of the Management Board from amongst their number, in
accordance with the principle of a Majority Vote of fifty percent (50%) plus one of the Members present.
7.6 Nomination process: employee constituency
The procedures for the nomination of the employee constituency of the Management Board are detailed in section 4 of
Schedule 3 of Fasset’s Rules of Procedure and are in accordance with this Constitution and the Act.
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7.7 Nomination process: employer constituency
The procedures for the election of the employer constituency of the Management Board are detailed in section 4 of Schedule
3 of Fasset’s Rules of Procedure and are in accordance with this Constitution and the Act.
7.8 Alternates
Employer and employee representatives may designate alternates as detailed in section 4.3 of Schedule 3 of Fasset’s Rules
of Procedure.
7.9 Responsibilities of the Management Board
All representatives either nominated or elected to the Management Board will be required to:
7.9.1 be representative of the interests of constituents in their discipline, who are registered with Fasset;
7.9.2 demonstrate that they fall within the appropriate constituency;
7.9.3 demonstrate that they have a sufficient mandate to act on behalf of the constituents they represent;
7.9.4 commit time and effort to attending to the affairs of Fasset;
7.9.5 demonstrate their involvement in and commitment to the national interests of occupational-based learning; and
7.9.6 consult regularly with the constituents, whose interests they are representative of, and provide regular feedback
to such constituents.
7.10 Term of office
Subject to clause 7.16, representatives elected to the Management Board will hold office for a period of two years, effective
from 1 June in the year in which they are elected.
Outgoing representatives will be eligible for re-election at the end of their terms of office. In the event that the Chairperson is
re-elected to the Management Board such person may stand for re-appointment as the Chairperson of the Management
Board.
A representative of the Management Board, shall cease to hold office if:
7.10.1 he ceases to hold a qualification necessary under the Act or this Constitution for appointment or his nomination is
revoked by notice in writing to Fasset by the constituents whom he represents;
7.10.2 he resigns by notice in writing to Fasset or dies or otherwise becomes incapable of discharging his duties;
7.10.3 his estate is sequestrated, whether provisionally or finally;
7.10.4 he is found guilty of committing an offence, of which dishonesty is an element;or
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7.10.5 he is removed from office, in accordance with the requirements of clause 7.16.
7.11 Annual general meetings and extraordinary general meetings
The Management Board shall convene an annual general meeting of constituents each financial year.
The Management Board, in consultation with the Chief Executive Officer, shall determine the time, date and place of such
meeting. The procedures for convening and running such meetings, including notification and quorum, are detailed in section
7 of Schedule 3 of Fasset’s Rules of Procedure.
The Chairperson shall, at the request of not less than two-thirds of the constituents, convene an extraordinary general
meeting, within 30 days of receipt of the written request thereof signed by the requisitioning constituents. The requisition
shall include the purpose of the meeting, which shall be to transact some business that, by this Constitution, is required or
permitted to be transacted by Fasset. Any extraordinary general meeting shall be convened in the same manner as an
annual general meeting.
7.12 Meetings of the Management Board
The Management Board shall meet on a maximum of four occasions during the financial year at such time, date and place
as the Management Board may determine.
The Chairperson of the Management Board may also convene additional general meetings, as may be necessary, to ensure
that the Management Board fulfils its responsibilities to the constituency and other relevant constituents.
A representative on the Management Board will be required to recuse himself in the event that a conflict of interest arises.
No Member of the Management Board may vote on any issue in which a conflict of interest may exist or may arise.
The Management Board shall regulate its meetings as it deems fit and the procedures relating to these meetings are detailed
in section 5 of Schedule 3 of Fasset’s Rules of Procedure.
7.13 Voting procedures at meetings of the Management Board
These procedures are detailed in section 6 of Schedule 3 of Fasset’s Rules of Procedure.
7.14 Office-bearers
The office-bearers of Fasset shall be:
7.14.1 The Chairperson; and
7.14.2 The Deputy Chairperson;
7.14.3 The Chief Executive Officer.
Should the Chairperson be absent or incapacitated, the Deputy Chairperson shall perform the duties of the Chairperson. In
the event that any of the office-bearers be incapacitated or absent, the Management Board may appoint temporary office-
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bearers. The temporary appointment will be specified in terms of both time and task. The appointment shall end at the end of
the specified task or time and/or if the official office-bearers become available again.
7.15 Terms and conditions of service of the Management Board
Representatives on the Management Board, shall serve in a voluntary capacity and will accordingly receive no remuneration
for their services other than market related reasonable travel reimbursement and, where applicable, accommodation.
7.16 Removal from office
Where it is alleged by the constituent organisation that nominated the Member, or by Fasset itself, that a representative of
the Management Board has failed to meet the performance or behavioural standards required of such an appointment, the
Chairperson, or the Deputy Chairperson in the absence of the Chairperson, (or in the event that the allegation is directed at
the Chairperson), the Management Board will convene an enquiry.
The Chairperson, or the Deputy Chairperson in the absence of the Chairperson, may invite any person who may assist in the
enquiry to participate therein. The representative against whom the complaint is made may be assisted at the enquiry by one
of the constituents of the discipline that he represents. The participation of legal practitioners in such internal procedures is
specifically excluded.
Notwithstanding the above, the following acts or omissions by a representative will result in the immediate removal from
office of such representative:
7.16.1 failure by a representative to attend more than two consecutive meetings of the Management Board or EXCO,
without good cause, as defined by the Chairperson, or the Deputy Chairperson in the absence of the
Chairperson, of the Management Board; or
7.16.2 if the representative has at any time been guilty of conduct, which at common law, may result in a
representative’s immediate removal from the Management Board.
Any representative so removed from office may not stand for re-election to that office.
Enquiries as contemplated in section 7.16 above will not be convened to address the matters stipulated in clauses 7.16.1
and 7.16.2. The Chairperson, or the Deputy Chairperson in the absence of the Chairperson, will convey his decision in
writing to the representative and the constituents he represents and the constituents, in turn, will be required to elect /
nominate a new representative within a period of 30 calendar days of receipt of such notification.
Where a voting Member of the Management Board is removed from office, or is no longer able to fulfil his responsibilities for
whatever reason, the relevant constituency will be responsible for nominating and appointing a replacement to serve out the
remaining term of office, within a period of 30 calendar days from the date of such removal.
The Chairperson may be removed from office according to the same conditions as described above. Should this occur, the
Minister must within 30 calendar days, replace the Independent Chairperson.
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8. AUDIT AND RISK COMMITTEE
8.1 Composition
The Management Board must appoint an audit and risk committee, consisting of two representatives from the Management
Board, and 4 further persons who are not Members of the Management Board, who have the necessary standing and
expertise to provide the Management Board with assurance that risks associated with Fasset, are being appropriately
managed.
8.2 Term of office
Audit and risk committee external Members will be appointed for a 3 year term. The Management Board representatives will
be appointed every election year. Audit and risk committee member’s fees shall be approved by the Management Board in
accordance with the Department’s guidelines.
The Management Board will establish the audit and risk committee’s written terms of reference in accordance with the audit
charter of Fasset.
The audit and risk committee will be required to report to the Chairperson of the Management Board on a quarterly basis.
8.3 Meetings of the Audit and Risk Committee
The Audit and Risk Committee will meet at least four times a year, or more regularly, if the risk profile of Fasset so indicates.
8.4 Meeting procedures of the Audit and Risk Committee
The Chief Executive Officer will attend Audit and Risk Committee meetings on the invitation of the Chairperson of the Audit
and Risk Committee. Fasset will provide secretarial services to support the Audit and Risk Committee in fulfilling its
responsibilities.
9. EXECUTIVE COMMITTEE (EXCO)
9.1 Composition
The Management Board will, after having consulted with the Minister, appoint an EXCO from amongst its Members.
EXCO will consist of 6 representatives, being the Vice Chairperson of the Management Board, the Chairpersons of the
finance and communications committees, the CEO, one employer representative and one employee representative.
The Deputy Chairperson of the Management Board or, in his absence a designee of his, will chair this committee.
9.2 Term of office
Representatives appointed to the EXCO will hold office for a period of 2 years, in alignment with the terms of office of the
Management Board.
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9.3 Meetings of the EXCO
EXCO shall meet at least 4 times a year, at such times as it may determine.
The Chairperson of EXCO may schedule such additional meetings as may be necessary.
EXCO will report, through the Chairperson and/or the Chief Executive Officer, to the Management Board on a quarterly
basis.
EXCO will at no time have decision-making authority save for that authority delegated to it by the Management Board, which
authority may be withdrawn at any time.
9.4 Meeting procedures of EXCO
EXCO shall regulate its meetings as it deems fit. The procedures for the meetings of EXCO, including quorum, minutes and
chairing, are detailed in section 8 of Schedule 3 of Fasset’s Rules of Procedure. Management Board alternates will not be
permitted at meetings of EXCO.
9.5 Voting procedures
The voting procedures for EXCO are detailed in section 8 of Schedule 3 of Fasset’s Rules of Procedure.
10. WORKING COMMITTEES
10.1 Composition
The Management Board will appoint the Chairperson of the working committees from representatives on the Management
Board.
While working committee representatives may be appointed from employer and employee organisations the need for
specialist input may dictate the inclusion of Fasset employees as well as outside consultants to support the working
committee’s efforts.
While every effort will be made to ensure equal representation of employer and employee representatives as Members of
working committees, the expertise requirements of a particular committee, as well as the availability of representatives to
give sufficient effort to the work of such committees, will be the final determinants of the working committee's composition.
10.2 Role and functions of the working committees
The role and functions of the working committees are defined in the committee terms of reference, as approved by the
Management Board from time-to-time. The key role of each working committee is summarised below.
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10.2.1 Communication working committee
The communication working committee will be responsible for developing and implementing communication policy, strategy
and procedures across all 9 provinces.
10.2.2 Quality assurance working committee
The quality assurance working committee will be responsible for the development of all strategies, policies, processes and
procedures relating to learning programmes, for final approval by the Management Board, and the monitoring of same, as
well as all strategies, policies, processes and procedures relating to the effective management of the quality assurance
obligations of Fasset in the roles and functions assigned to it by the QCTO.
10.2.3 Finance working committee
The finance working committee will be responsible for the development of all strategies, policies, processes and procedures
relating to the effective financial management of Fasset, for final approval by the Management Board, and the monitoring
thereof.
10.2.4 Skills planning working committee
The skills planning working committee shall be responsible for the preparation and recommendation to the Management
Board of the sector skills plan for Fasset, and for its implementation and monitoring. This working committee will also be
responsible for guiding employers in the preparation of workplace skills plans and annual training reports and the monitoring
of such plans.
10.2.5 Remuneration working committee
The remuneration working committee shall be responsible for advising the Management Board on matters relating to
remuneration, so that the Management Board may develop consistent, fair and impartial strategies, policies, procedures and
processes for the compensation of its staff in order to attract, motivate and retain talented people.
10.2.6 Other working committees
The Management Board may create or convene any other working committee that it may deem necessary in support of the
performance of its duties and responsibilities in terms of this Constitution.
10.3 Term of office
The working committee representatives shall be appointed and will function for a period of 2 years, in alignment with the term
of office of the Management Board.
10.4 Meetings of the working committees
A working committee shall meet as regularly as shall be required for that committee to fulfil its obligations, as detailed in the
strategic plan and the committee terms of reference.
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10.5 Meeting procedures
The working committees shall regulate their meetings, as they deem fit.
The Chairperson shall cause a record to be kept of all meetings, in accordance with accepted company secretarial
procedures.
10.6 Office-bearers
The Management Board will appoint representatives from the Management Board to serve as the Chairpersons of the
respective working committees.
10.7 Terms and conditions of representatives on the working committees
The Management Board will determine the terms and conditions of representatives.
11. CHAMBERS
Fasset may, with the Minister’s approval, establish chambers in accordance with section 12 of the Act. All arrangements in
respect of convening meetings, conducting meetings, meeting quorums required, voting rights, minute-taking and decision-
making for chamber executive and chamber working committees shall be consistent with the provisions outlined above and
will be formally documented and approved by the Management Board.
12. ADDITIONAL CORE CORPORATE GOVERNANCE REQUIREMENTS
12.1 Corporate governance and the PFMA
As a Schedule 3A public entity, Fasset must comply with all provisions pertaining to sound financial management as detailed
in section 14 of the Act and the relevant sections of the PFMA.
It is the duty of the Management Board to present a balanced and understandable assessment of Fasset’s position in
communicating with stakeholders. The information must be consistent with the guidelines of openness and substance over
form. Communication should address, in a timely manner, material matters of interest and concern to all stakeholders.
Reports and communications must be made in the context of society’s demands for greater transparency and accountability.
The Management Board is accountable for ensuring that Fasset has effective internal controls in place aimed at reducing, in
a cost-effective manner, risk or loss. These controls include the proper delegation of responsibilities, effective accounting
procedures and the adequate segregation of duties.
12.2 Human Resource Management
Fasset is an Investor In People and, as such, the Management Board will ensure that Fasset, as an employer:
12.2.1 implements practices that lead to the effective sharing of relevant information to enable employees to gain a
better understanding of Fasset and in particular, its code of conduct;
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12.2.2 conducts effective consultation with employees before Fasset takes decisions that affect these employees;
12.2.3 has in place a process to identify and resolve conflict situations in a timely manner; and
12.2.4 has in place an effective employment equity programme, which will be monitored by the Management Board on a
bi-annual basis.
13. CODE OF CONDUCT
Constituents, representatives of the Management Board, EXCO, working committees, and employees of Fasset are subject
to Fasset’s code of conduct, a copy of which will be made available on request, and are expected to comply with both the
letter and the spirit of the code.
13.1 Policy
Fasset is committed to a policy of fair dealing and integrity in the conduct of its business. This commitment, which is actively
endorsed by the Management Board, is based on a fundamental belief that Fasset’s affairs should be conducted honestly,
fairly and legally. Fasset expects all constituents, representatives and employees to share in its commitment to high moral,
ethical and legal standards and be aware of and adhere to Fasset’s Code of Conduct policy.
A constituent, representative or employee must, in the exercise of his responsibilities:
13.1.1 comply with all applicable laws and regulations which relate to his activities for and behalf of Fasset;
13.1.2 act honestly and in good faith;
13.1.3 perform duties conscientiously and in the best interests of Fasset;
13.1.4 ensure that a conflict or an appearance of conflict does not arise between Fasset’s interests and their personal
interests;
13.1.5 declare any such conflicts of interests as provided for in section 13.2 of this Constitution;
13.1.6 exercise reasonable care and diligence;
13.1.7 not make any improper use of any information acquired as a constituent, representative or employee; and
13.1.8 promote the interests and advance the objectives of Fasset.
13.2 Disclosure of interests
A constituent, representative or employee of Fasset who is directly or indirectly interested in any business of Fasset or the
committee of which he is a Member, or who holds any office or possesses any property which might cause a conflict of
interest or duties or such possible perception, must declare such interest or potential conflict.
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A constituent, representative or employee of Fasset or of any committee must disclose any conflict of interest or duties, or
such possible perception, to the Management Board as soon as practicable after he becomes aware of the relevant facts
and shall not partake in the discussion or decision in relation thereto.
A constituent, representative or employee must not take part in any transaction between Fasset and any company, firm or
enterprise in which he, or any Member of his family, has an interest without declaring such interest and having been
specifically authorised by the Management Board to do so.
All disclosures made to a meeting of the Management Board, must be recorded in the minutes of such meeting as well as
the related decision and motivation therefore.
13.3 Confidentiality and non-disclosure
A constituent, representative or employee shall not, while he is a constituent, representative or employee of Fasset, or
thereafter:
13.3.1 disclose to any person any information, which he acquired while exercising or performing any functions or duties,
which is confidential to Fasset, any of its committees, or any other constituent or to any employer or employee in
the sector. Such information may only be disclosed if it must be disclosed in terms of the Act, the SDLA, any
other applicable law or an order of court;
13.3.2 copy or reproduce, by any means, such secret or confidential information for use otherwise than by the officials of
Fasset unless authorised or instructed to do so by the Management Board.
13.4 Hand-over of documents
A constituent, representative or employee shall hand over to the Chief Executive Officer, upon the termination of his
participation, term of office or employment, all papers, drawings, plans, recording tapes, samples, models and any other
information, equipment or accessories in his possession or under his control which may contain secret or confidential
information or which relates to or are in any way connected to the business and affairs of Fasset or any of Fasset’s
constituents.
13.5 Assignment of patent rights to Fasset
A constituent, representative or employee of Fasset will be required, free of any consideration, forthwith to disclose to Fasset
all discoveries, processes and inventions and assign to Fasset all his rights in and to such discoveries, processes and
inventions made or conceived by him in the course and within the scope of his involvement in any of the affairs of Fasset and
whether alone or in conjunction with others, relating to or useful to any business carried out by Fasset.
14. TAKING OVER ADMINISTRATION OF THE ACCOUNTING AUTHORITY
The Minister may, after consultation with the NSA and the Accounting Authority concerned, by notice in the Government
Gazette direct the Director-General to appoint an administrator to take over the administration of the Accounting Authority or
perform the functions of the Accounting Authority if the Minister is of the opinion that:
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14.1 the Accounting Authority fails to perform its functions;
14.2 there is mismanagement of the Accounting Authority’s finances;
14.3 the Accounting Authority’s Membership no longer substantially represents the composition contemplated in
section 4.10 of this Constitution;
14.4 the Accounting Authority has failed to comply with its service level agreement; or
14.5 the Accounting Authority has failed to comply with an instruction by the Minister in terms of section 14B of the
Act.
The Director-General must publish a notice in the Government Gazette appointing an administrator and in that notice the
Director-General:
14.6 must determine the powers and duties of the administrator, which may include the performance by the
administrator of the Accounting Authority’s functions in terms of the PFMA;
14.7 may suspend or replace one or more Members of the Accounting Authority for a reason contemplated in section
14 of this Constitution;
14.8 may suspend the operation of the Constitution of the Accounting Authority; and
14.9 may direct the transfer of all or some of the funds in the Accounting Authority’s bank account to the National
Skills Fund.
If a notice is published in terms of section 14 of this Constitution the Minister may, to assure that the Accounting Authority
resumes the performance of its functions:
14.10 amend its Constitution;
14.11 reinstate any of its Members; and
14.12 withdraw or amend any provision of the notice mentioned in section 14 of this Constitution on such conditions
that the Minister considers appropriate.
14.13 The Minister may act in terms of section 14 without consulting the NSA and the Accounting Authority if there is
financial mismanagement of the Accounting Authority and the delay cause by the consultation would be
detrimental to the Accounting Authority’s capacity to perform its functions.
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Schedule 1
SCOPE OF COVERAGE OF FASSET IN TERMS OF CONSTITUENCY REPRESENTATION
Large and medium-sized accounting, auditing and tax practices
88101 Tax services
88103 Company secretary services
88120 Accounting, bookkeeping and auditing activities; tax consultancy
88121 Activities of accountants and auditors registered in terms of the Public Accountants' and Auditors' Act
88122 Activities of cost and management accountants
88123 Bookkeeping activities, including relevant data processing and tabulating activities
All entities where the staff complement is over 50 people.
Small accounting, auditing and tax practices
88101 Tax services
88103 Company secretary services
88120 Accounting, bookkeeping and auditing activities; tax consultancy
88121 Activities of accountants and auditors registered in terms of the Public Accountants' and Auditors' Act
88122 Activities of cost and management accountants
88123 Bookkeeping activities, including relevant data processing and tabulating activities
All entities where the staff complement is under 50 people.
Business and management consulting
83190 Activities auxiliary to financial intermediation n.e.c.
88140 Business and management consultancy activities
88112 Project Financial Management
State departments and public entities
91108 South African Revenue Service (SARS)
9110E Departments of state expenditure and finance,
Development corporations
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83180 Development corporations and organizations
81904 Investment entities and trusts
Financial markets
83110 Administration of financial markets
83120 Security dealing activities
83121 Stock broking activities
88102 Asset portfolio management
Together with such further categories of employers as may be determined from time-to-time by the Minister.
n.e.c. = Not elsewhere classified
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Schedule 2
FASSET CONSTITUENCY
1. Employers registered with and paying levies to Fasset whose main business activities fall within the standard
industrial classification categories as outlined in Schedule 1 of the Constitution.
2. Trade unions, whose constituents carry on their business in the sector, including but not limited to the National
Education, Health and Allied Workers Union (NEHAWU) and the Public Servants Association of South Africa (PSA).
3. Government departments whose main activities fall within the standard industrial classification categories as outlined
in Schedule 1 of the Constitution, including but not limited to, the National and Provincial Treasuries.
4. Employee organisations including the professional bodies and organised employee bodies whose constituents are
employed in the sector.
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Schedule 3
RULES OF PROCEDURE
of the
Finance, Accounting, Management Consulting and Other
Financial Services Sector Education and Training Authority
(Fasset)
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INDEX
Page No.
RULES OF PROCEDURE ............................................................................................................................................... 32
1. Overview ................................................................................................................................................................. 34
2. Context .................................................................................................................................................................... 34
3. Amendments to the Constitution ............................................................................................................................. 34
4. Management Board Election and Nomination Processes ....................................................................................... 35
4.1 Employee constituency ........................................................................................................................................ 35
4.2 Employer constituency ......................................................................................................................................... 35
4.3 Alternates ............................................................................................................................................................. 37
5. Meetings of the Management Board ....................................................................................................................... 37
6. Voting Procedures of the Management Board ........................................................................................................ 37
7. Annual General Meetings ....................................................................................................................................... 38
8. Meetings of the EXCO ............................................................................................................................................ 38
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1. Overview
The aim of this document is to detail the specific procedures for the effective management and running of the Fasset
committees and governing structures.
2. Context
The Fasset Constitution, as accepted by the Minister, is the principle and guiding document for all issues relating to the
management and governance of Fasset. This document, which will be deemed to form part of the Constitution, is designed
as a support in order to detail those elements of procedure not contained in the Constitution and as are required by section
13 of the Act.
The objectives of these Rules of Procedure are to create consistent and effective procedures to ensure the most efficient and
effective governance and management of Fasset.
Terms defined in the Constitution will have the same meaning in these Rules of Procedure.
3. Amendments to the Constitution
Where a constituent or the Department wishes to submit a proposal to amend the Constitution, such submission must be
made in writing to the Management Board.
Upon receipt of the submission, the Management Board will, within a period of 30 calendar days, communicate the
submission in writing to all constituents of Fasset and at the same time convene an extraordinary general meeting of
constituents, in the same manner, as is provided in section 3 of Schedule 3 of the Rules of Procedure and section 7.11 of the
Constitution, for the purpose of considering and, if deemed appropriate, of adopting the proposed amendment.
Notwithstanding the provisions of 3.1 and 3.2 above, the Constitution may be amended only:
3.1 in accordance with the regulations published in Government Gazette No. 24035 of 8 November 2002 stating that
Fasset must submit to the Minister, in duplicate, the text of the proposed amendments to the Constitution, a
certified copy of its resolution approving the proposed amendments and a brief memorandum explaining the
rationale for such amendments; and
3.2 by a Majority Vote of fifty percent (50%) plus one of the Members present of the constituents present at a
general meeting.
The Minister may, after considering the submission and after consultation with Fasset, wholly or in part effect the
amendments proposed by Fasset by notice in the Government Gazette.
Notwithstanding anything contained in this section 3 of Schedule 3 of the Rules of Procedure, the Minister may amend the
Constitution in accordance with the Act and the regulations published in Government Gazette No. 24035 of 8 November
2002, governing the amendment to SETA Constitutions.
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If the Minister wishes to amend the Constitution, he must submit to Fasset the text of the proposed amendments, together
with a memorandum explaining the rationale for such amendments. The Management Board is entitled, within 30 working
days, to make written representations concerning the proposed amendments. After considering such representations, the
Minister may, wholly or in part, effect his proposed amendments by notice in the Government Gazette. The Minister must
thereafter submit to Fasset a certified copy of any amendments to its Constitution and direct the Director-General to retain a
certified copy of such amendments.
Fasset must retain an updated version of its Constitution, which indicates the date on which any amendments to the
Constitution took effect.
Whenever Fasset’s Constitution is amended, Fasset must supply the Director-General with a copy of its updated
Constitution, which must reflect the latest amendment.
4. Management Board Election and Nomination Processes
4.1 Employee constituency
Having regard to the limited number of trade unions presently operating in the sector, and the need to ensure adequate
employee representation, an arrangement will be implemented whereby the seats allocated to employee representatives will
be assigned as follows:
4.1.1 3 seats will be allocated to representative trade unions; and
4.1.2 3 seats will be allocated to representatives nominated from employee organisations, including the professional
bodies, who represent the interests of their constituents.
The employee constituency, which includes employee organisations, trade unions, and professional bodies, will submit the
names of the employee representatives nominated by them to represent their interests on the Management Board.
By not later than 31 March in each election year the Chief Executive Officer of Fasset will inform the trade unions and
professional bodies of the call for nominations by means of a notice to all Members of the employee constituency of Fasset
and the placing of an advertisement in the national press.
By not later than 30 April in each election year the employee organisations, trade unions and professional bodies must
forward a list of the candidates they have nominated to represent their interests to the Chief Executive Officer.
The representatives so appointed will take up office from 1 June of each year and, subject to the Constitution, will hold office
for a period of 2 years. Outgoing representatives will be eligible for re-nomination.
4.2 Employer constituency
Representatives of the employer constituency, which includes employers registered with and paying levies to Fasset and the
relevant state departments and public entities, will elect employer representatives.
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The employer constituency will submit the names of the employer representatives nominated by them, to represent their
interests on the Management Board.
By not later than 31 March in each election year the Chief Executive Officer of Fasset will inform employers of the call for
nominations by means of a notice to all Members of the employer constituency of Fasset and the placing of an advertisement
in the national press.
By not later than 30 April in each election year the employer organisations must forward a list of the candidates they have
nominated to represent their interests to the Chief Executive Officer.
The representatives so appointed will take up office from 1 June of each year and, subject to the Constitution, will hold office
for a period of 2 years. Outgoing representatives will be eligible for re-nomination.
4.2.1 In respect of the 6 employer seats on the Management Board, the disciplines detailed below will each be entitled
to occupy a single seat:
4.2.1.1 Large and medium-sized accounting, auditing and tax practices;
4.2.1.2 Small accounting, auditing and tax practices;
4.2.1.3 Business and management consulting;
4.2.1.4 State departments and public entities representing the Provincial Treasuries, the National
Treasury, the Auditor-General and the South African Revenue Services;
4.2.1.5 Development Corporations and Investment Entities and Trusts;
4.2.1.6 Financial markets including stock brokers, the JSE Securities Exchange South Africa, securities
exchanges including the Bond Exchange of South Africa and the South African Futures
Exchange;
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Where nominations are not received from one of the disciplines, the seat will automatically be allocated as an employer seat
and any constituent may nominate a candidate to stand for election to this seat.
The Management Board reserves the right to amend the list of disciplines that will comprise the six employer seats on the
Management Board.
4.3 Alternates
The organisations contemplated in section 7.4 of this Constitution must designate Alternates to act in the place of Members
who represent their organisation, in the event that such Members are unable to attend a meeting of the Management Board.
A designated Alternate may only attend meetings of the Management Board when a Member is unable to attend.
The number of Alternates designated in terms of this clause must be limited to half the number of Members contemplated in
Schedule 1 to this Constitution.
5. Meetings of the Management Board
The quorum necessary for the transaction of business at the Management Board shall be fifty percent (50%) plus one of the
representatives, present at the commencement and throughout the meeting.
The Management Board may act, despite representative vacancies, so long as there are sufficient representatives to form a
quorum.
Acts or decisions of the Management Board will not be invalid only because of a defect or irregularity in the appointment of a
representative, or the election of the Chairperson or other office-bearers.
If within half an hour after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to a
day not earlier than 7 calendar days and not later than 30 calendar days after the date of the meeting, at the same place and
time. If no quorum is then present within half an hour after the time appointed for the adjourned meeting, the representatives
then present shall constitute a quorum and may transact the business for which the meeting was called. The Chairperson
shall give notice in writing to all Members of the Management Board of the time, date and venue of the adjourned meeting.
The Chairperson or the Deputy Chairperson, acting in the place of the Chairperson, shall preside at meetings of the
Management Board.
The Chairperson shall cause minutes to be kept of all meetings, in accordance with accepted company secretarial
procedures.
6. Voting Procedures of the Management Board
At all meetings of the Management Board:
6.1 Each representative on the Management Board shall have one vote with the exception of the Independent
Chairperson who will not have any voting rights;
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6.2 Proxy votes will not be allowed;
6.3 All questions and issues of business shall be determined by a Majority Vote of fifty percent (50%) plus one of the
Members present.
An entry in a book containing the minutes of the Management Board, signed by the Chairperson, shall be conclusive
evidence of the fact, without proof of the vote recorded in favour of or against any such resolution, that a resolution by the
Chairperson at the meeting has been approved.
7. Annual General Meetings
The Management Board shall convene an annual general meeting of constituents each financial year, within 6 months after
the end of the financial year.
The time, date and place of such meeting shall be determined by the Management Board, in consultation with the Chief
Executive Officer.
Constituents must be given at least 30 calendar days’ written notification of the annual general meeting.
The Management Board will be responsible for ensuring that the agenda and any other documentation pertinent to the
annual general meeting are made available to the constituents.
The quorum for an annual general meeting will be 20 constituents registered with Fasset. If, within half an hour after the time
appointed for the meeting, a quorum is not present, the annual general meeting shall stand adjourned to a day not earlier
than 7 calendar days and not later than 30 calendar days after the date of the annual general meeting at the same place and
time. If no quorum is then present within half an hour after the time appointed for the adjourned annual general meeting, the
constituents then present shall constitute a quorum and may transact the business for which the annual general meeting was
called. The Chairperson shall give written notice to all constituents of the time, date and venue of the adjourned meeting.
8. Meetings of the EXCO
The quorum necessary for the transaction of business shall be at least 4 representatives present at the commencement and
throughout the meeting.
EXCO may act despite representative vacancies, so long as there are sufficient representatives to form a quorum.
If, within half an hour after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to
a day not earlier than 7 calendar days and not later than 30 calendar days after the date of the meeting at the same place
and time. If no quorum is then present within half an hour after the time appointed for the second meeting, the
representatives then present shall constitute a quorum and may transact the business for which the meeting was called. The
Chairperson shall give notice to all Members of EXCO of the time, date and venue of the adjourned meeting.
In the event of the absence of the Chairperson of EXCO, one of the representatives of the committee, as designated by the
Chairperson, will be required to preside over the meeting.
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The Chairperson shall cause minutes to be kept of all meetings, in accordance with accepted company secretarial
procedures.
At all meetings of EXCO:
8.1 each representative of EXCO shall have one vote;
8.2 proxy votes will not be allowed;
8.3 all questions and issues of business shall be determined by a Majority Vote of fifty percent (50%) plus one of the
Members present; and
8.4 an entry in a book containing the minutes of EXCO meetings, signed by the Chairperson of the committee, shall
be conclusive evidence of the fact, without proof of the vote recorded in favour of or against any such resolution,
that a resolution at the meeting has, on a show of hands, been approved.
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APPROVAL OF THIS CONSTITUTION
SIGNED FOR AND ON BEHALF OF THE ACCOUNTING AUTHORITY BY:
Signed at ___________________ on this ______ day of _______________ 20__.
________________________
CHAIRPERSON
________________________
CHIEF EXECUTIVE OFFICER
Fasset Constitution Draft: 2 February 2011